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ZLAB CFO reports 920 ADS vesting; 456 ADS tax sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Chen Yajing, Chief Financial Officer of Zai Lab Ltd (ZLAB), reported the vesting and partial automatic sale of restricted share units. On 10/01/2025 she had 920 ADS vest (each ADS represents ten ordinary shares), increasing her beneficial ownership to 17,640 ADS. On 10/02/2025 456 ADS were sold at $34.247 per ADS to cover taxes, leaving 17,184 ADS beneficially owned. The RSUs vest in equal annual installments over five years beginning 10/01/2022, and vested ADS are delivered following vesting.

Positive

  • 920 ADS vested, reflecting continued long-term alignment via RSUs
  • RSU vesting schedule is clear: equal annual installments over five years beginning 10/01/2022

Negative

  • 456 ADS sold automatically to cover taxes, reducing immediate ownership from 17,640 ADS to 17,184 ADS

Insights

RSU vesting and tax-sell reduced holdings by 456 ADS.

What it means: The filing documents routine equity compensation settlement: 920 ADS vested and part of those vested shares (456 ADS) were sold automatically to satisfy tax withholding.

Why it matters: Such tax-related sales are common and typically non-discretionary; they change the reporting person’s beneficial ownership by a quantifiable amount (17,640 to 17,184 ADS).

Insider Chen Yajing
Role Chief Financial Officer
Sold 456 shs ($16K)
Type Security Shares Price Value
Sale American Depositary Shares 456 $34.247 $16K
Exercise Restricted Share Units 920 $0.00 --
Exercise American Depositary Shares 920 $0.00 --
Holdings After Transaction: American Depositary Shares — 17,184 shares (Direct); Restricted Share Units — 920 shares (Direct)
Footnotes (1)
  1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs. ADSs acquired upon vesting of Restricted Share Units ("RSUs"). Each RSU represents a contingent right to receive one ADS. These ADSs were sold automatically to cover taxes upon vesting of RSUs. The Restricted Share Units vest in equal annual installments over five years beginning on 10/01/2022, the first anniversary of the date of grant. Vested shares will be delivered to the reporting person following vesting.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Chen Yajing
(Last) (First) (Middle)
C/O ZAI LAB LIMITED
314 MAIN STREET, 4TH FLOOR, SUITE 100
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zai Lab Ltd [ ZLAB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
American Depositary Shares(1) 10/01/2025 M 920(2) A (3) 17,640 D
American Depositary Shares(1) 10/02/2025 S(4) 456 D $34.247 17,184 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (3) 10/01/2025 M 920 (5) (5) American Depositary Shares(1) 920 $0 920 D
Explanation of Responses:
1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.
2. ADSs acquired upon vesting of Restricted Share Units ("RSUs").
3. Each RSU represents a contingent right to receive one ADS.
4. These ADSs were sold automatically to cover taxes upon vesting of RSUs.
5. The Restricted Share Units vest in equal annual installments over five years beginning on 10/01/2022, the first anniversary of the date of grant. Vested shares will be delivered to the reporting person following vesting.
/s/ Bruce Blefeld, Attorney-in-Fact 10/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

Who reported the Form 4 for ZLAB?

The filing was reported by Chen Yajing, the Chief Financial Officer of Zai Lab Ltd (ZLAB).

How many ADS vested for the reporting person on 10/01/2025?

A total of 920 ADS vested on 10/01/2025.

Why were 456 ADS sold on 10/02/2025?

The 456 ADS were sold automatically to cover taxes upon vesting of RSUs.

What was the sale price for the ADS sold?

The 456 ADS were sold at a price of $34.247 per ADS.

What is the reporting person’s beneficial ownership after these transactions?

Following the transactions the reporting person beneficially owned 17,184 ADS.